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Kabra Extrusion Technik Ltd.

BSE: 524109 Sector: Engineering
NSE: KABRAEXTRU ISIN Code: INE900B01029
BSE 00:00 | 19 Aug 375.55 7.95
(2.16%)
OPEN

368.85

HIGH

386.05

LOW

368.00

NSE 00:00 | 19 Aug 375.40 8.95
(2.44%)
OPEN

370.00

HIGH

386.35

LOW

366.45

OPEN 368.85
PREVIOUS CLOSE 367.60
VOLUME 32016
52-Week high 566.40
52-Week low 207.55
P/E 38.36
Mkt Cap.(Rs cr) 1,205
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 368.85
CLOSE 367.60
VOLUME 32016
52-Week high 566.40
52-Week low 207.55
P/E 38.36
Mkt Cap.(Rs cr) 1,205
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kabra Extrusion Technik Ltd. (KABRAEXTRU) - Director Report

Company director report

To

The Members of

Kabra Extrusiontechnik Limited

Mumbai

Your Directors are pleased to present the Thirty-Eighth Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended March 312021.

1. Financial / Operational Performance: (Rs in Lakhs)

Particulars

Standalone

Consolidated

FY 2020 - 21 FY 2019 - 20 FY 2020 - 21 FY 2019 - 20
Revenue from operations 27424.29 22018.99 27424.29 22018.99
Other Income 286.77 294.36 286.76 294.36
Total income (A) 27711.06 22313.35 27711.06 22313.35
Expenses:
Cost of material consumed 14312.78 16531.80 14312.78 16531.80
Changes in inventories of finished goods stock-in- trade & work- in-progress 3336.19 (3050.19) 3336.19 (3050.19)
Employee benefits expense 2743.30 3203.27 2743.30 3203.27
Finance Cost 270.09 145.65 270.09 145.65
Depreciation and amortisation expense 966.91 771.79 966.91 771.79
Other Expenses 2956.58 4082.05 2956.58 4082.05
Total expenses (B) 24585.85 21684.38 24585.85 21684.38
Profit / (Loss) before share in Profit (Loss) of Joint Ventures / subsidiaries exceptional items & tax (A - B) 3125.21 628.98 3125.21 628.98
Share of net profit / (loss) of Associates and Joint Ventures accounted for using the equity method - - 37.52 (5.69)
Tax expenses 706.56 (118.12) 706.56 (118.12)
Profit/(Loss) for the period 2418.65 747.09 2456.18 741.40

The Company has been periodically reviewing the impact of Covid-19 on its operationsand is also keeping a close watch on any other possible impacts of second wave of thepandemic. There have been no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

2. Dividend and Transfer to Reserves:

Your Directors are pleased to recommend a dividend @ 50% i.e. Rs 2.50 per equity shareof face value of Rs 5/- each for the financial year 2020-21 subject to the Members'approval (@ 30% i.e. Rs 1.50 per equity share of face value of Rs 5/- each for theprevious year). The Board of Directors have decided to retain the entire amount of profitsfor FY 2020-21 in the Statement of Profit & Loss.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") the Dividend Distribution Policyduly approved by the Board is available on the website of the Company and can be accessedat: https://kolsite.com/Upload/Financial Result/Dividend%20Distribution%20Policy.pdf

3. Directors:

Mr. Satyanarayan G. Kabra is liable to retire by rotation pursuant to Section 152 ofthe Companies Act 2013 ('the Act') and Articles of Association of the Company at theensuing Annual General Meeting and being eligible as offered himself for re-appointment.The Board recommends his re-appointment by way of a Special resolution in terms ofRegulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Further as Mr. Satyanarayan Kabra on May 212021 expressed his desireto be relieved from the responsibility of Vice-Chairman of the Company. The Board withgreat reluctance accepted his request. Mr. Anand S. Kabra Managing Director wasthereafter elevated to the position of Vice-Chairman & Managing Director effectivefrom the said date.

During the financial year under review the Board of Directors upon recommendation ofNomination and Remuneration Committee had appointed Mrs. Chitra Andrade (DIN: 08090478)as an Additional Director in the category of Non-Executive Independent Director for a termof 5 (five) years with effect from March 05 2021 subject to approval of the Members atthe ensuing Annual General Meeting (AGM). The Board is of the opinion that she meets therequirement of integrity expertise and experience (including the proficiency) requiredfor her appointment and based on her credentials her appointment as an IndependentDirector will be beneficial to the Company. The Company has received a notice in writingfrom a member proposing her candidature for the office of Director of the Company. TheBoard recommends her appointment for Members' approval.

A brief profile and other information of the Directors seeking appointment /re-appointment as required under Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations') and Secretarial Standard-2 forms part of the Annual Report.

Board Performance evaluation:

Pursuant to the applicable provisions of the Act and the Listing Regulations a formalannual performance evaluation in respect of FY 2019-20 by the Board of its ownperformance & that of its Committees and individual Directors including the ExecutiveChairman and the Independent Directors was conducted on July 09 2020 based on theevaluation criteria and framework adopted by the Board and the Directors express theirsatisfaction with the evaluation process. Performance of Non-Independent Directorsperformance of the Board as a whole and of Chairman was evaluated in-house taking intoaccount the views of Executive Directors and Non-Executive Directors and on the basis ofevaluation criteria.

4. Independent Directors and Key Managerial Personnel:

The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(6) of the Companies Act 2013 readwith Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 16(1)(b) and 25(8) of the Listing Regulations. There has been no change in thecircumstances which has affected their status as Independent Directors. They areindependent of the Management and are not related to any of the Directors or KeyManagerial Personnel of the Company. The Board is of the opinion that the IndependentDirectors of the Company possess requisite skills qualifications experience knowledgeand fulfil the conditions of independence as specified in the said Act Rules andRegulations. The Non-Executive Directors of the Company had no pecuniary relationshipother than payment of sitting fee for attending meetings of Board of Directors and itsCommittees.

A separate meeting of Independent Directors was held on January 21 2021 in complianceof Regulation 25 of the Listing Regulations and Schedule IV to the Act without thepresence of Executive Directors.

The Familiarization Program for Independent Directors and details thereof are availableon the website of the Company at:https://www.kolsite.com/Upload/FinancialResult/KET-FAMILIARISATION-IND-DIR%20-%202021.pdf

During the year under review Mr. S. Shenoy has been relieved from the responsibilitiesof Chief Executive Officer (CEO) at the end of business hours on July 08 2020. The Boardplaces on record its appreciation for the contributions made by Mr. Shenoy since June 2013in the interest of the Company more particularly in bringing the technology for rawmaterial handling systems and belling machines from Penta Srl and Mecanor Oyrespectively. Mr. Akash Khandelwal has been appointed as CEO in his place w.e.f. July 092020 by the Board of Directors at its meeting held on the said date and recognized him asKey Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the CompaniesAct 2013.

5. Directors' Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act 2013 the Directors to thebest of knowledge confirm that:

i. in the preparation of annual accounts for the year ended March 31 2021 theapplicable Accounting Standards have been followed and no material departures had beenmade from the same;

ii. they have selected such accounting policies and applied them consistently and madejudgements and estimates that were reasonable and prudent so as to give a true and fairview of a state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the said Financial Year;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they have prepared the annual accounts on a 'going concern basis';

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

The Board is of opinion that the Company's Internal Financial Controls are commensuratewith the nature of its business and the size and complexity of its operations and wereeffective during the Financial Year 2020-21. These are routinely tested by Statutory aswell as Internal Auditors and cover all the key business areas. The Audit Committeereviews the adequacy and effectiveness of internal control systems and monitors theimplementation of audit recommendations including those relating to strengthening thesame. The Audit Committee and Statutory Auditors are appraised of the internal auditfindings and corrective actions taken. The Statutory Auditors of the Company have reportedon adequacy of internal control in their Report.

The Board of Directors also confirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

6. Subsidiary / Associate Companies and Consolidated Financial Statements:

Kabra Mecanor Belling Technik Pvt. Ltd. is a subsidiary of the Company engaged in thebusiness of manufacturing belling machines and has reported sales revenue of Rs 28.32Lakhs for FY2020-21 as against Rs 32.59 Lakhs in the previous year. It has suffered lossof Rs 8.99 Lakhs during the financial year ended March 31 2021 as compared to Rs 8.12Lakhs in the previous year.

Penta Auto Feeding India Ltd. is an associate company within the meaning of Section2(6) of the Companies Act 2013 engaged in the business of manufacturing auto feedingsystems and has reported sales revenue of Rs 1166.79 Lakhs in FY2020-21 as compared to Rs420.94 Lakhs in the previous year. It has earned a profit of Rs 187.19 Lakhs for thecurrent year as compared to loss of Rs 66.05 Lakhs in the previous year.

A statement containing the salient features of the Financial Statements of AssociateCompany and Subsidiary in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associatecompany prepared in compliance with the Companies Act 2013 and applicable AccountingStandards forms a part of this Annual Report. Separate audited financial statements ofboth the above companies are available on the website of the Company at:http://www.kolsite.com and hence are not annexed with this Annual Report. The same will bemade available on email to any shareholder of the Company on request.

The Company has adopted a policy for determining material subsidiaries in terms ofRegulation 16(1) (c) of the Listing Regulations which is uploaded at:

http://www.kolsite.com/Upload/FinancialResult/KET-POLICY-MATERIAL-SUBSIDIARY%20-%202019.pdfThe Company does not have any material subsidiary company.

7. Particulars of Loans Guarantees or Investments:

The Company has not given any loans or guarantees or provided any security during theyear under review. The details of Investments made during the year have been provided inthis Annual Report.

8. Public Deposits:

Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest was outstanding as on the date of the Balance Sheet.

9. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year underreview were on an arm's length basis in the ordinary course of business. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are repetitive innature. A statement of all Related Party Transactions is placed before the Audit Committeefor its review on a quarterly basis specifying nature value terms and conditions of thetransactions. The details of the transactions with Related Parties are provided in theaccompanying Financial Statements. The Company has not entered into any material relatedparty transaction during the year under review. The Company has adopted a Policy onmateriality of Related Party Transactions and dealing with the same as approved by theBoard of Directors. It is uploaded on the Company's website at:https://www.kolsite.com/Upload/FinancialResult/KET-RPT-POLICY%20-%202019.pdf

10. Risk Management:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on continuing basis. The Companyhas constituted a Risk Management Committee and adopted a Risk Management Procedure inaccordance with the provisions of the Act and Regulation 21 of the Listing Regulations.TheAudit Committee has additional oversight in the area of financial risks and controls.

11. Significant and material orders:

No Significant Material Orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

12. Corporate Governance:

A separate section on Corporate Governance is included in this report together withCompliance Certificate received from M/s. A. G. Ogale & Co. Chartered AccountantsPune Statutory Auditors of the Company which does not contain any qualificationreservation or adverse remark.

During the year under review the Company had applied for voluntary delisting of itsequity shares from BSE Limited pursuant to Regulation 6 of the SEBI (Delisting of EquityShares) Regulations 2009 which was subsequently withdrawn and accordingly the Companycontinues to be listed on both BSE and NSE.

13. Meetings of the Board:

During the year under review 4 (four) meetings of the Board were held as detailed inthe Corporate Governance Report.

14. Committee Composition:

The composition of various Committees of the Board of Directors is provided inCorporate Governance Report. During the year all recommendations made by the committeeswere approved by the Board.

15. Management Discussion and Analysis:

Pursuant to Regulation 34 of the SEBI Listing Regulations 2015 the ManagementDiscussion and Analysis Report forms an integral part of this Report and is presented in aseparate section forming part of the Annual Report.

16. Measures for prevention of sexual harassment at work place:

The Company has in place a Policy on prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. All employees (permanent contractual temporary trainees)are covered under this policy. Internal Committee (IC) has been set up to redresscomplaints received regarding sexual harassment. During the year no complaint wasreceived by the Company.

17. Statutory Auditors and their Report:

M/s. A. G. Ogale & Co a firm of Chartered Accountants were appointed as theStatutory Auditors of the Company for one term of 5 (five) consecutive years to holdoffice from the conclusion of the 36th Annual General Meeting until theconclusion of the 41st Annual General Meeting. The Company has received theireligibility certificate subject to Section 139 and 141 of the Act and Rules madethereunder.

There is no audit qualification reservation or adverse remark in their Report for theyear under review. During the year the Statutory Auditors have not reported any instancesof fraud committed against the Company by its officers or employees under Section 143(12)of the Act the details of which would need to be mentioned under Section 134(3)(ca) ofthe Companies Act 2013.

18. Cost Auditors:

The Company has maintained Cost Accounting records in compliance of Section 148 of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 as amended from time totime. In respect of the products specified for the purpose of cost audit M/s. UrvashiKamal Mehta & Co. Cost Accountants had been appointed as the Cost Auditors of theCompany in respect of financial year ended March 31 2021 and have conducted audit of saidCost Accounting Records and report thereon shall be finalized and filed as statutorilyprovided. The Cost Audit Report for the financial year ended March 312020 was filed withthe Ministry of Corporate Affairs on August 31 2020 within the stipulated time mandatedin the Companies (Cost Records & Audit) Rules 2014.

As per Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Board of Directors of the Company has appointed M/s. UrvashiKamal Mehta & Co. a firm of Cost Accountants as the Cost Auditor for the FinancialYear 2021-22 upon recommendation of the Audit Committee on proposed remuneration of Rs132000/- (Rupees One Lakh Thirty Two Thousand Only) plus applicable taxes andreimbursement of out of pocket expenses at actuals if any. The said remuneration issubject to the ratification by the Members at the ensuing Annual General Meeting. TheMembers are requested to consider the ratification of the said proposed remuneration asper the resolution set out in the accompanying Notice of AGM.

19. Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Bhandari & Associates a firm of Company Secretaries in practice toundertake the audit of secretarial and related records for the Financial Year 2020-21.Their Report is annexed as Annexure-2 to this Report. There is no qualificationreservation or adverse remark made by the Auditors in their report. Regarding theirobservation with respect to registration of name of one of the Independent Director in theIndependent Directors' Databank effective steps are being taken.

20. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. S.V. Kabra as Chairman as detailed in the Corporate Governance Report forming part of theAnnual Report. The CSR Policy adopted in compliance with the provisions of Section 135 ofthe Companies Act 2013 is uploaded on the Company's website at: https://www.kolsite.com/Upload/FinancialResult/KET-CSR-DOCUMENT%20-%202021%20final.pdf. Report on the CSRactivities has been provided in Annexure-3.

21. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is annexed as Annexure-4.

22. Policy on Director's appointment and remuneration:

Extract of Company's Policy on Director's appointment and remuneration and othermatters provided in Section 178 (3) of the Companies Act 2013 and Regulation 19 of SEBIListing Regulations has been disclosed in Annexure-5 to this Report and the Policy isavailable on the Company's website at www.kolsite.com.

It is affirmed that the remuneration paid to the directors is as per the terms set outin the Nomination & Remuneration Policy of the Company.

23. Vigil Mechanism & Whistle Blower Policy:

The Company has framed a policy on Vigil Mechanism-Whistle Blower enabling all theemployees and other stakeholders of the Company to report any matter/activity on accountof which the interest of the Company may be adversely affected as a Protected Disclosure.This Policy has been placed on the Company's website at below weblink:https://www.kolsite.com/Upload/FinancialResult/KET-VIGIL-POLICY%20-%202019.pdf.

No complaint has been received during the year under review.

24. Particulars of employees and remuneration:

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder who wishes to obtain the same may write to the Company Secretary at theRegistered Office of the Company or at ket_sd@kolsitegroup.com. The said information isavailable for inspection by the Members at the Registered Office of the Company on anyworking day of the Company upto the date of the 38th Annual General Meeting.

The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - 6 and forms part of this Report.

25. Annual Return:

As required under Section 92(3) and 134(3)(a) of the Act and the Rules made thereunderand amended from time to time the Annual Return of the Company in prescribed Form MGT-7is available under 'Investors' section on the website of the Company athttp://www.kolsite.com and hence the extract thereof has been not been annexed herewith.

26. Business Responsibility Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report initiatives taken from the environmental social and governanceperspective in the prescribed format is presented in a separate section of the AnnualReport.

27. Acknowledgement:

Your Directors would like to express their appreciation for the support received fromthe Shareholders Bankers Government Authorities Stock Exchanges Customers Suppliersand Business Associates at all levels during the year under review.

Place : Mumbai For and on behalf of the Board
Date : May 212021 S. V. Kabra
Chairman & Managing Director
(DIN: 00015415)

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